Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT
(this "Agreement"), dated as of July 25, 2018, by and among JAKKS Pacific, Inc., a Delaware corporation, with
headquarters located at 2951 28th Street, Santa Monica, California 90405 (the "Company"), and the investor listed
on Schedule I attached hereto (the "Holder").


 


WHEREAS:


 


A.           In
connection with the Exchange Agreement by and between the parties hereto of even date herewith (the "Exchange Agreement"),
the Company has agreed, upon the terms and subject to the conditions of the Exchange Agreement, to issue and sell to the Holder,
in exchange for certain of the Company's existing 4.25% Convertible Senior Notes due 2018 held by the Holder, convertible senior
notes of the Company (the "2018 Exchange Notes"), which will, among other things, be convertible (upon conversion,
interest or otherwise) into the Company's common stock, par value $0.001 per share (the "Common Stock") (the shares
of Common Stock issuable pursuant to the terms of the 2018 Exchange Notes, including without limitation, the Interest Shares (as
defined below), collectively, the "2018 Exchange Conversion Shares").


 


B.           The
2018 Exchange Notes bear interest, which at the option of the Company, subject to certain conditions, may be paid in shares of
Common Stock (the "Interest Shares").


 


C.           In
accordance with the terms of the Exchange Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "1933
Act"), and applicable state securities laws.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Holder hereby agree as follows:


 


1.            Definitions.


 


Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth in the Exchange Agreement. As used in this Agreement,
the following terms shall have the following meanings:


 


(a)          "Additional
Effective Date" means the date the Additional Registration Statement is declared effective by the SEC.


 


(b)          "Additional
Effectiveness Deadline" means the date which is the earlier of (x) (i) in the event that the Additional Registration Statement
is not subject to a full review by the SEC, thirty (30) calendar days after the earlier of the Additional Filing Date and the Additional
Filing Deadline or (ii) in the event that the Additional Registration Statement is subject to a full review by the SEC, sixty (60)
calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth (5th)
Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Additional
Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Additional
Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness
Deadline shall be extended to the next Business Day on which the SEC is open for business.


 




     

     


    

 


(c)          "Additional
Filing Date" means the date on which the Additional Registration Statement is filed with the SEC.


 


(d)          "Additional
Filing Deadline" means if Cutback Shares are required to be included in any Additional Registration Statement, the later
of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered under the immediately
preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or the most recent Additional
Effective Date, as applicable.


 


(e)          "Additional
Registrable Securities" means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any
capital stock of the Company issued or issuable with respect to the 2018 Exchange Notes, the 2018 Exchange Conversion Shares or
the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event
or otherwise, without regard to any limitations on conversion and/or redemption of the 2018 Exchange Notes.


 


(f)          "Additional
Registration Statement" means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of any Additional Registrable Securities.


 


(g)          "Additional
Required Registration Amount" means any Cutback Shares not previously included on a Registration Statement, subject to
adjustment as provided in Section 2(f), without regard to any limitations on conversion and/or redemption of the 2018 Exchange
Notes.


 


(h)          "Business
Day" means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are
authorized or required by law to remain closed.


 


(i)          "Closing
Date" shall have the meaning ascribed to such term in the Exchange Agreement.


 


(j)          "Cutback
Shares" means any of the Initial Required Registration Amount or the Additional Required Registration Amount of Registrable
Securities not included in all Registration Statements previously declared effective hereunder as a result of a limitation on the
maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415.
The number of Cutback Shares shall be allocated pro rata among the Investors with each Investor entitled to elect the portion of
its 2018 Exchange Conversion Shares and/or Interest Shares that are to be considered Cutback Shares. For the purpose of determining
the Cutback Shares, in order to determine any applicable Required Registration Amount, unless an Investor gives written notice
to the Company to the contrary with respect to the allocation of its Cutback Shares, first the Interest Shares shall be excluded
on a pro rata basis until all of the Interest Shares have been excluded and second, the 2018 Exchange Conversion Shares shall be
excluded on a pro rata basis until all of the 2018 Exchange Conversion Shares have been excluded.


 




     

     


    

 


(k)          "Effective
Date" means the Initial Effective Date and the Additional Effective Date, as applicable.


 


(l)           "Effectiveness
Deadline" means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.


 


(m)          "Eligible
Market" means the Principal Market, The New York Stock Exchange, Inc., the NYSE American LLC, The NASDAQ Capital Market
or The Nasdaq Global Market.


 


(n)          "Filing
Deadline" means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.


 


(o)          "Initial
Effective Date" means the date that the Initial Registration Statement has been declared effective by the SEC.


 


(p)          "Initial
Effectiveness Deadline" means the date which is the earlier of (x) (i) in the event that the Initial Registration Statement
is not subject to a full review by the SEC, sixty (60) calendar days after the Closing Date or (ii) in the event that the Initial
Registration Statement is subject to a full review by the SEC, ninety (90) calendar days after the Closing Date and (y) the fifth
(5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Initial
Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Initial Effectiveness
Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Initial Effectiveness Deadline shall
be extended to the next Business Day on which the SEC is open for business.


 


(q)          "Initial
Filing Date" means the date on which the Initial Registration Statement is filed with the SEC.


 


(r)           "Initial
Filing Deadline" means the date which is thirty (30) calendar days after the Closing Date.


 


(s)          "Initial
Registrable Securities" means (i) the 2018 Exchange Conversion Shares issued or issuable pursuant to the terms of the
2018 Exchange Notes and (ii) any capital stock of the Company issued or issuable with respect to the 2018 Exchange Notes or the
2018 Exchange Conversion Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or
otherwise, in each case without regard to any limitations on conversion and/or redemption of the 2018 Exchange Notes.


 


(t)           "Initial
Registration Statement" means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of the Initial Registrable Securities.


 


(u)          "Initial
Required Registration Amount" means 100% of the maximum number of 2018 Exchange Conversion Shares issued and issuable
pursuant to the 2018 Exchange Notes as of the Trading Day immediately preceding the applicable date of determination and subject
to adjustment as provided in Section 2(f), without regard to any limitations on conversion and/or redemption of the 2018 Exchange
Notes.


 




     

     


    

 


(v)          "Investor"
means the Holder or any transferee or assignee thereof to whom the Holder assigns its rights under this Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom
a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
in accordance with Section 9.


 


(w)          "Person"
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


(x)           "Principal
Market" means The NASDAQ Global Select Market.


 


(y)          "register,"
"registered," and "registration" refer to a registration effected by preparing and filing one
or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the declaration
or ordering of effectiveness of such Registration Statement(s) by the SEC.


 


(z)           "Registrable
Securities" means the Initial Registrable Securities and the Additional Registrable Securities.


 


(aa)         "Registration
Statement" means the Initial Registration Statement and the Additional Registration Statement, as applicable.


 


(bb)        "Required
Holders" means the holders of at least a majority of the Registrable Securities and shall include the Holder so long as
the Holder or any of its Affiliates holds any Registrable Securities.


 


(cc)         "Required
Registration Amount" means either the Initial Required Registration Amount or the Additional
Required Registration Amount, as applicable.


 


(dd)        "Rule
415" means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous
or delayed basis.


 


(ee)         "SEC"
means the United States Securities and Exchange Commission.


 


(ff)          "Trading
Day" means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to
trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 




     

     


    

 


2.           Registration.


 


(a)          Initial
Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Initial Filing
Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable
Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available
for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of
Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares
of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement
is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Initial Registration Statement shall contain
(except if otherwise directed by the Required Holders) the "Plan of Distribution" and "Selling Shareholders"
sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have
the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial
Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall
file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant
to such Initial Registration Statement.


 


(b)          Additional
Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing
Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable
Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does
not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall
file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum
number of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with
the SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available
for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of
Section 2(e). Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of
shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration
Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). Each Additional Registration
Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and
"Selling Shareholders" sections in substantially the form attached hereto as Exhibit B. The Company shall
use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable,
but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the
Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Additional Registration Statement.


 


(c)          Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the
number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable
Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers
any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number
of Registrable Securities included in such Registration Statement for such transferor. In no event shall the Company include any
securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.


 




     

     


    

 


(d)          Legal
Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee
any registration pursuant to this Section 2 ("Legal Counsel"), which shall be Schulte Roth & Zabel LLP or
such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with
each other in performing the Company's obligations under this Agreement.


 


(e)          Ineligibility
for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available,
provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.


 


(f)           Sufficient
Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section
2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered
by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company
shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor,
if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the
date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not
later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such
amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes
of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to
cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the
Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall
be made without regard to any limitations on the conversion and/or redemption of the 2018 Exchange Notes and such calculation shall
assume (i) that the 2018 Exchange Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion
Rate (as defined in the 2018 Exchange Notes), (ii) the maximum number of Interest Shares under the 2018 Exchange Notes are issuable
at the then prevailing Interest Share Price (as defined in the 2018 Exchange Notes) and (iii) absent actual conversions and/or
redemptions of the 2018 Exchange Notes, the initial outstanding principal amount of the 2018 Exchange Notes remains outstanding
through the scheduled Maturity Date (as defined in the 2018 Exchange Notes) and no conversions or redemptions of the 2018 Exchange
Notes occur prior to the scheduled Maturity Date.


 


3.           Related
Obligations.


 


At such time as the Company is
obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(e) or 2(f), the Company will use its
reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition
thereof and, pursuant thereto, the Company shall have the following obligations:


 




     

     


    

 


(a)          The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use
its reasonable best efforts to cause such Registration Statement relating to the Registrable Securities to become effective as
soon as practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration
Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all
of the Registrable Securities covered by such Registration Statement without restriction or limitation pursuant to Rule 144 and
without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act or (ii)
the date on which the Investors shall have sold all of the Registrable Securities actually issued or issuable upon conversion of
the 2018 Exchange Notes or as interest payments (the "Registration Period"). The Company shall ensure that each
Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements
therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The term "reasonable
best efforts" shall mean, among other things, that the Company shall submit to the SEC, within two (2) Business Days after
the later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the staff
of the SEC or that the staff has no further comments on a particular Registration Statement, as the case may be, and (ii) the approval
of Legal Counsel pursuant to Section 3(c) (which approval is promptly sought), a request for acceleration of effectiveness of such
Registration Statement to a time and date not later than two (2) Business Days after the submission of such request. The Company
shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but in no event
later than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment is required in order for
a Registration Statement to be declared effective.


 


(b)          The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule
424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration
Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q, Form 8-K
or any analogous report under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall
have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements
with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement
such Registration Statement.


 




     

     


    

 


(c)          The
Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least two (2) Business Days prior
to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable
number of days prior to their filing with the SEC, and (B) to the extent that Legal Counsel reasonably objects to disclosure regarding
an Investor in any Registration Statement or amendment or supplement thereto, not file such Registration Statement or amendment
or supplement thereto. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement
or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld.
The Company shall furnish to Legal Counsel, without charge, unless the following are filed with the SEC through EDGAR and are available
to the public through the EDGAR system promptly after the same is prepared and filed with the SEC (i) copies of any correspondence
from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly
after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits
and (iii) upon the effectiveness of any Registration Statement, one copy of the prospectus included in such Registration Statement
and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company's
obligations pursuant to this Section 3.


 


(d)          The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,
(i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor,
all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the
prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as
such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus filed
with the SEC, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by such Investor.


 


(e)          The
Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities
or "blue sky" laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and
each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension
of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding
for such purpose.


 


(f)          The
Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after
becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event
shall such notice contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement or
amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement
or amendment to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably
request). The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become
effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile or email on the
same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration
Statement or related prospectus or related information, and (iii) of the Company's reasonable determination that a post-effective
amendment to a Registration Statement would be appropriate. By 9:30 a.m. New York City time on the date following the date any
post-effective amendment has become effective, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act
the final prospectus to be used in connection with sales pursuant to such Registration Statement.


 




     

     


    

 


(g)          The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the
resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(h)          If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an
Investor believes that it could reasonably be deemed to be an underwriter of Registrable Securities, at the reasonable request
of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and
thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company's
independent certified public accountants in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given
in an underwritten public offering, addressed to the Investors.


 


(i)           If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an
Investor believes that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall make available
for inspection, unless the Company is legally restricted to do so, by (i) such Investor, (ii) Legal Counsel and (iii) one firm
of accountants or other agents retained by the Investors (collectively, the "Inspectors"), all pertinent financial
and other records, and pertinent corporate documents and properties of the Company (collectively, the "Records"),
as shall be reasonably deemed necessary by each Inspector, and cause the Company's officers, directors and employees to supply
all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict
confidence and shall not make any disclosure (except to an Investor, who shall also agree to hold in strict confidence and shall
not make any disclosure and who shall indemnify the Company against any loss directly related to such disclosure) or use of any
Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors
are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration
Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made
generally available to the public other than by disclosure in violation of this Agreement. Each Investor agrees that it shall,
upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality
agreement between the Company and any Investor) shall be deemed to limit the Investors' ability to sell Registrable Securities
in a manner which is otherwise consistent with applicable laws and regulations.


 




     

     


    

 


(j)          The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information
is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction,
or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor, at the Investor's expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.


 


(k)          The
Company shall use its reasonable best efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement
to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed,
if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion
for quotation of all of the Registrable Securities on the Principal Market or (iii) if, despite the Company's reasonable best efforts,
the Company is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on another
Eligible Market for such Registrable Securities and, without limiting the generality of the foregoing, to use its reasonable best
efforts to arrange for at least two market makers to register with the Financial Industry Regulatory Authority, Inc. ("FINRA")
as such with respect to such Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying
its obligation under this Section 3(k).


 


(l)          The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 


(m)          If
requested by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective
amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold,
the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering;
(ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to
be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement if reasonably requested by an Investor holding any Registrable Securities.


 




     

     


    

 


(n)          The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


(o)          The
Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after
the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter
next following the applicable Effective Date of a Registration Statement.


 


(p)          The
Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection
with any registration hereunder.


 


(q)          Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


(r)          Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public
information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required
(a "Grace Period"); provided, that the Company shall promptly (i) notify the Investors in writing of the existence
of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the
content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii)
notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed
ten (10) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate
of thirty (30) days and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior
Grace Period (each, an "Allowable Grace Period"). For purposes of determining the length of a Grace Period above,
the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on
and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such
notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration
of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving
rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in connection
with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale, prior to the Investor's
receipt of the notice of a Grace Period and for which the Investor has not yet settled.


 


(s)          Neither
the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing
with the SEC, the Principal Market or any Eligible Market without the prior written consent of such Investor; provided,
however, that the foregoing shall not prohibit the Company from including the disclosure found in the "Plan of Distribution"
section attached hereto as Exhibit B in the Registration Statement. The Company shall be relieved of its registration rights
obligations set forth in this Agreement if (i) the SEC requires an Investor to be named as an underwriter in a Registration Statement
after the Company's reasonable best efforts to persuade the SEC to the contrary and (ii) such Investor refuses to be so named.


 




     

     


    

 


(t)          Neither
the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on
or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing
the rights granted to the Holder in this Agreement or otherwise conflicts with the provisions hereof. The Company shall not be
deemed to have violated this Section 3(t) to the extent that the Company or any of its Subsidiaries enters into an agreement causing
it to trigger an Allowable Grace Period.


 


4.           Obligations
of the Investors.


 


(a)          At
least five (5) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify each
Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such
Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations
of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities of a particular
Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by
it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and
maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with
such registration as the Company may reasonably request.


 


(b)          Each
Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has
notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such
Registration Statement.


 


(c)          Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to
any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of copies of the supplemented
or amended prospectus as contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or
amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which
an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Investor has not yet settled.


 


(d)          Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 




     

     


    

 


5.            Expenses
of Registration.


 


All reasonable expenses, other
than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees
and disbursements of counsel for the Company shall be paid by the Company.


 


6.            Indemnification.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


(a)          To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the
directors, officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor
within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses,
joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a
party thereto ("Indemnified Damages"), to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing
made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction
in which Registrable Securities are offered ("Blue Sky Filing"), or the omission or alleged omission to state
a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement
or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such
Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof
or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the
statements made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii) any
violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant
to a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being,
collectively, "Violations"). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly
as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon
a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified
Person for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d);
and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent
of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 9.


 




     

     


    

 


(b)          In
connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against any Claim or Indemnified
Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection
with such Registration Statement; and, subject to Section 6(c), such Investor shall reimburse the Indemnified Party for any legal
or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in
Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent
of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall
be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer
of the Registrable Securities by the Investors pursuant to Section 9.


 


(c)          Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel
with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, as applicable,
the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate
due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented
by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding
sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the
Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall reasonably cooperate with
the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which
relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at
all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable
for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent
of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission
as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall
be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in
its ability to defend such action.


 




     

     


    

 


(d)          The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


(e)          The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.            Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved
in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such
Registrable Securities pursuant to such Registration Statement.


 


8.            Reports
Under the 1934 Act.


 


With a view to making available
to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that
may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144"),
the Company agrees to:


 


(a)          make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)          file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and


 




     

     


    

 


(c)          furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 


9.            Assignment
of Registration Rights.


 


The rights under this Agreement
shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor's Registrable Securities
if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished
to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer
or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities
with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable
state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this
sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. To
the extent that a transfer requires an amendment or a prospectus supplement to a Registration Statement, such transfer shall not
be effective until such amendment or prospectus supplement has been filed with the SEC.


 


10.          Amendment
of Registration Rights.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver
that complies with the foregoing but that disproportionately, materially and adversely affects the rights and obligations of any
Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such
adversely affected Investor. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor
and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable
Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision
of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties
to this Agreement.


 


11.          Miscellaneous.


 


(a)           A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record
owner of such Registrable Securities.


 




     

     


    

 


(b)          Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile or electronic mail (provided confirmation of transmission is mechanically or electronically generated and kept on
file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in
each case properly addressed to the party to receive the same. The addresses, facsimile numbers and email addresses for such communications
shall be:


 


If to the Company:


 


JAKKS Pacific, Inc.


2951 28th Street


Santa Monica, California 90405


	 	Telephone:	424-268-9444
	 	Facsimile:	424-268-9655
	 	Attention:	Brent Novak
	 	Email:	bnovak@jakks.net.com


 


With a copy (for informational purposes only) to:




Feder Kaszovitz LLP


845 Third Avenue, 11th Floor


New York, New York 10022


	 	Telephone:	(212) 888-8200
	 	Facsimile:	(212) 888-7776
	 	Attention:	Geoffrey A. Bass, Esq.
	 	Email:	gbass@fedkas.com


 


If to the Transfer Agent:


 


Computershare Investor Services, Inc.


8742 Lucent Blvd, Suite 225


Highlands Ranch, CO 80129


	 	Telephone: 	303-262-0785
	 	Facsimile: 	303-262-0609
	 	Attention: 	Amanda Lewis
	 	E-mail:	amanda.lewis@computershare.com


 


If to Legal Counsel:


 


Schulte Roth & Zabel LLP


919 Third Avenue


New York, New York 10022


	 	Telephone:	(212) 756-2000
	 	Facsimile:	(212) 593-5955
	 	Attention:	Eleazer Klein, Esq.
	 	Email:	eleazer.klein@srz.com


 




     

     


    

 


If to the Holder, to its address, facsimile number
and/or email address set forth on Schedule I attached hereto, with copies to the Holder's representatives as set forth on
Schedule I, or to such other address, facsimile number and/or email address to the attention of such other Person as the
recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change.
Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically
or electronically generated by the sender's facsimile machine or email containing the time, date, recipient facsimile number and
an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with
clause (i), (ii) or (iii) above, respectively.


 


(c)          Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


 


(d)          All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e)          If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 




     

     


    

 


(f)          This
Agreement, the other Transaction Documents and the instruments referenced herein and therein constitute the entire agreement among
the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents and the instruments
referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject
matter hereof and thereof.


 


(g)          Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


 


(h)          The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)          This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile or
electronic transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(j)           Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)          All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders, determined as if all of the outstanding 2018 Exchange Notes then held by
the Investors have been converted for Registrable Securities without regard to any limitations on redemption and/or conversion
of the 2018 Exchange Notes.


 


(l)          The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


(m)          This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(n)          The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of
this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained herein,
and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated herein.


 


[Signature Page Follows]


 




     

     


    

 


IN WITNESS WHEREOF, the
Holder and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as
of the date first written above.


 


	 	COMPANY:
	 	 
	 	JAKKS PACIFIC, INC. 
	 	 	 
	 	By:	/s/ Stephen Berman
	 	 	Name: Stephen Berman
	 	 	Title: CEO


 


[Signature Page to Registration Rights Agreement]


 




     

     


    

 


IN WITNESS WHEREOF, the
Holder and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as
of the date first written above.


 


	 	HOLDER:
	 	 
	 	OASIS INVESTMENTS II MASTER FUND LTD.
	 	 	 
	 	By:	/s/ Phillip Meyer
	 	 	Name: Phillip Meyer
	 	 	Title: Director


 


[Signature Page to Registration Rights Agreement]


 




     

     


    

 


SCHEDULE I


 


	
         

        Holder
	 	Holder Address

and Facsimile Number	 	Holder's Representative's 

Address 

and Facsimile Number
	 	 	 	 	 
	Oasis Investments II Master Fund Ltd.	 	
        c/o Oasis Legal

        Oasis Management (Hong Kong) LLC

        21st Floor, Man Yee Building

        68 Des Voeux Road, Central

        Hong Kong

        Attention: General Counsel

        Telephone: +1 (852) 2847 7708

        E-mail: OasisLegal@oasiscm.com & ashoghi@us.oasiscm.com
	 	
        Schulte Roth & Zabel LLP

        919 Third Avenue

        New York, NY 10022

        Attn: Eleazer Klein, Esq.

        Facsimile: (212) 593-5955

        Telephone: (212) 756-2000

        Email: eleazer.klein@srz.com



 


[Signature Page to Registration Rights Agreement]


 




     

     


    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Computershare Investor Services, Inc.


8742 Lucent Blvd, Suite 225


Highlands Ranch, CO 80129


Attention: Amanda Lewis


 


Re:        JAKKS Pacific,
Inc.


 


Ladies and Gentlemen:


 


[We are][I am] counsel to JAKKS
Pacific, Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that
certain Exchange Agreement, dated as of July [·],
2018 (the "Exchange Agreement"), entered into by and among the Company and the holder named therein (collectively,
the "Holder") pursuant to which the Company issued to the Holders senior convertible notes (the "2018
Exchange Notes") pursuant to which shares of the Company's common stock, par value $0.001 per share (the "Common
Stock") are issuable thereunder. Pursuant to the Exchange Agreement, the Company also has entered into a Registration
Rights Agreement with the Holders (the "Registration Rights Agreement") pursuant to which the Company agreed,
among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including
the shares of Common Stock issuable upon conversion of the 2018 Exchange Notes and as payment of interest under the Securities
Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration
Rights Agreement, on ____________ ___, 2018, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________)
(the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating
to the Registrable Securities which names each of the Holders as a selling shareholder thereunder.


 


In connection with the foregoing,
[we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring
the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the
SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.


 


This letter shall serve as our
standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration
Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common
Stock to the Holders.


 


	 	Very truly yours,
	 	 
	 	[ISSUER'S COUNSEL]
	 	 
	 	By:	       


 


	CC:	[LIST NAMES OF HOLDERS]


 


[Signature Page to Registration Rights Agreement]




     

     


    

 


EXHIBIT B


 


SELLING SHAREHOLDERS


 


The shares of common stock
being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of the convertible
notes. For additional information regarding the issuance of those convertible notes, see "Exchange of Notes" above. We
are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time
to time. Except for: (i) the ownership of the convertible notes issued pursuant to the November 2017 Exchange Agreement and the
July 2018 Exchange Agreement and certain other securities of the Company and (ii) Alex Shoghi, an employee of the investment manager
of Oasis Investments II Master Fund Ltd., serving on the board of directors of the Company, the selling shareholders have not had
any material relationship with us within the past three years.


 


The table below lists the selling
shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders.
The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership
of the convertible notes, as of ________, 2018, assuming conversion of all convertible notes held by the selling shareholders on
that date, without regard to any limitations on conversion, redemption or otherwise.


 


The third column lists the
shares of common stock being offered by this prospectus by the selling shareholders.


 


In accordance with the terms
of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least 100%
of the maximum number of shares of common stock issued and issuable pursuant to the terms of the convertible notes (including,
without limitation, as payment of interest thereunder) as of the Trading Day immediately preceding the date the registration statement
is initially filed with the SEC. Because the conversion price of the convertible notes may be adjusted, the number of shares that
will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes
the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.


 


Under the terms of the convertible
notes, a selling shareholder may not convert the convertible notes to the extent such conversion would cause such selling shareholder,
together with its affiliates, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding
shares of common stock following such conversion, excluding for purposes of such determination shares of common stock issuable
upon conversion of the convertible notes which have not been converted. The number of shares in the second column does not reflect
this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."


 




     

     


    

 





	Name of Selling Shareholder	 	
        Number of Shares of

        Common Stock Owned 

        Prior to Offering
	 	 	Maximum Number of Shares 

of Common Stock to be Sold 

Pursuant to this Prospectus	 	 	Number of Shares of 

Common Stock Owned 

After Offering	 
	Oasis Investments II Master Fund Ltd. (1)	 	 	[·]	 	 	 	[·]	 	 	 	[·]	 
















 


(1) Oasis Management Company
Ltd., the investment manager of Oasis Investments II Master Fund Ltd. ("Oasis II Fund"), has voting and investment
power over the securities held by Oasis II Fund. Seth Fischer is responsible for the supervision and conduct of all investment
activities of Oasis Management Company Ltd. Each of Oasis II Fund and Seth Fischer disclaims beneficial ownership over these securities.


 




     

     


    

 


PLAN OF DISTRIBUTION


 


We are registering the shares
of common stock issuable pursuant to the terms of the convertible notes to permit the resale of these shares of common stock by
the holders of the convertible notes from time to time after the date of this prospectus. We will not receive any of the proceeds
from the sale by the selling shareholders of the shares of common stock. We will bear all fees and expenses incident to our obligation
to register the shares of common stock.


 


The selling shareholders may
sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or
through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling shareholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of common
stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions,


 


		·	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



 


		·	in the over-the-counter market;



 


		·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



 


		·	through the writing of options, whether such options are listed on an options exchange or otherwise;



 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	short sales;



 


		·	sales pursuant to Rule 144;



 


		·	broker-dealers may agree with the selling securityholders to sell a specified number of such shares
at a stipulated price per share;



 




     

     


    

 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 


If the selling shareholders
effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders
or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of
common stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of common stock short
and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection
with such short sales. The selling shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may
sell such shares.


 


The selling shareholders may
pledge or grant a security interest in some or all of the convertible notes or shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common
stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee,
transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer
and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this prospectus.


 


The selling shareholders and
any broker-dealer participating in the distribution of the shares of common stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer
may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares
of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of
shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents,
any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions
or concessions allowed or reallowed or paid to broker-dealers.


 


Under the securities laws of
some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is complied with.


 




     

     


    

 


There can be no assurance that
any selling shareholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of
which this prospectus forms a part.


 


The selling shareholders and
any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which
may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders and any other participating
person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage
in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the
shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares
of common stock.


 


We will pay all expenses of
the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[·]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state
securities or "blue sky" laws; provided, however, that a selling shareholder will pay all underwriting discounts and
selling commissions, if any. We will indemnify the selling shareholders against liabilities, including some liabilities under
the Securities Act, in accordance with the registration rights agreements, or the selling shareholders will be entitled to contribution.
We may be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that
may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, in
accordance with the related registration rights agreement, or we may be entitled to contribution.


 


Once sold under the registration
statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other
than our affiliates.